Common use of Redemption Consideration Clause in Contracts

Redemption Consideration. The consideration to be paid by Westfield LP to BPFH LLC in exchange for the complete redemption of the BPFH GP Interest shall be as follows: (a) $2.0 million paid by Westfield LP to BPFH LLC on the date of this Agreement via wire transfer of immediately available funds to the account and in accordance with the instructions set forth on Schedule I attached hereto. BPFH LLC will separately acknowledge receipt of the foregoing amount; (b) $2.0 million to be paid by Westfield LP to BPFH LLC on or before October 31, 2009 via wire transfer of immediately available funds to the account and in accordance with the instructions set forth on Schedule I attached hereto. The amounts required to paid pursuant to Section 1.2(a) and this Section 1.2(b) are together the “Advanced Closing Date Payments” and shall be repaid by BPFH LLC to Westfield LP to the extent set forth in Section 6.2; (c) $50.0 million in cash to be paid by Westfield LP to BPFH LLC at the Closing (the “Closing Date Payment”); (d) At Westfield LP’s discretion, either (i) a promissory note to be issued by Westfield LP to BPFH LLC at the Closing in the original principal amount of $5.0 million as more fully described in Section 1.4(b)(v) below (the “Note”) or (ii) $4.5 million in cash to be paid by Westfield LP to BPFH LLC at the Closing; and (e) For each calendar year (or relevant portion thereof) during the period commencing on the Closing Date (as defined below) and continuing through (x) the eighth anniversary of the Closing Date or (y) such later date as may be required to ensure payment of any Excess Share under the next sentence of this Section 1.2(e) or (z) such earlier date as of which no further Revenue Share is due pursuant to Section 1.2(e)(v) (the “Eight Year Term”), an amount equal to the greater of (1) 12.5% of the Gross Revenue (as defined below) of Westfield LP for such calendar year (or relevant portion thereof) and (2) $5,600,000 (pro rated for any relevant portion of such calendar year); provided, however, that in no event shall BPFH LLC be entitled to receive pursuant to this Section 1.2(e) for such calendar year (or relevant portion thereof) an amount that is greater than $11,625,000 (pro rated for any relevant portion of such calendar year) plus the amount of any Excess Share to be added to the amount payable to BPFH LLC pursuant to clause B of this Section 1.2(e) with respect to any prior year (or relevant portion thereof). Notwithstanding the foregoing, (A) in the event that the amount payable to BPFH LLC under this Section 1.2(e) for any calendar year (or relevant portion thereof) during which BPFH is, for any portion of such calendar year, subject to the United States Department of Treasury’s Troubled Asset Relief Program under the Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment Act of 2009, and clarified pursuant to 31 C.F.R. Part 30, a Regulation promulgated by the United States Department of Treasury (such legislation and regulations collectively, “TARP”) exceeds 49.9% of the amount of Net Income (as defined in the Current Partnership Agreement) of Westfield LP for such calendar year (pro